SPV fees are distributed across all LPs and prorated based on their investment amount. The setup fee for most deals is $8k plus variable state regulatory fees ($1k - $4k). If total fees exceed 10% of SPV size, AngelList will cover the excess.
AngelList fees
- Fixed cost for a given SPV
- Paid to AngelList to cover legal and back-office operations for the lifetime of your SPV.
State regulatory fees
- State regulatory fees refer to blue sky filing costs.
- State regulatory fees vary based on the geographic makeup of LPs in the SPV. The total median fee is around $1,200, but can range up to $4k.
- Not paid to AngelList. AngelList collects these fees and pays them to the state security regulators to cover the cost of the required notice filings.
- States may increase their regulatory fees year-to-year.
-
How are AngelList Fees Determined?
AngelList fees are $8k for most SPVs. However, if your syndicate has previously run an SPV into the same company, fees are reduced to $4k for any subsequent SPV. In addition, if you’re making an investment into the company out of your fund, the setup costs for the corresponding SPV are reduced to $4k.
Note: For the month of June 2022, we’re running a limited trial that reduces SPV setup costs for SPVs raising between $40k and $80k. For the month of June, the minimum suggested allocation is $40k.
How are State Regulatory Fees Determined?
Blue sky laws differ from state to state, so the fees will vary depending on the geographic makeup of LPs in the SPV. We’ve included a breakdown of state-by-state blue sky filing costs at the bottom of this article.
We calculate the fee for each LP in your SPV based on the state their investing entity is located in. This means the filing fees increase with each additional LP, and the cost for each LP will vary depending on the location of their investing entity.
Based on historical AngelList data, the median SPV pays a total of $1,200 in state regulatory fees. The maximum is around $4k.
To maintain predictable pricing, AngelList will cap the combined costs of setup and state regulatory fees at 10% of the total amount raised. In other words, AngelList fees will be $8K; total state regulatory fees are variable, up to $4K. If total fees exceed 10% of SPV size, AngelList will cover the excess.
What are Blue Sky Laws?
Blue sky laws are state-level regulations intended to protect investors against securities fraud by requiring certain securities issuers (e.g., funds) to register and disclose the specifics of the security offering. Most of our SPV offerings qualify for blue sky law exemptions, but do not bypass state filings. To learn more about blue sky laws, read our Education Center article.
Examples
Let’s assume you do not have a target allocation mind.
SPV raises $100,000
- AngelList Fee: $8,000
- State Regulatory Fees: $1,200
- Total Incurred Fees: $9,200
- Total Actual Fees: $9,200 (total incurred fees are still less than 10% of the SPV, so no discount is applied)
- Final investment amount: $90,800
Let’s assume you have a target allocation in mind.
For allocations of $108,000 or less — we recommend reserving 10% of the SPV’s total raise to cover fees. If total fees surpass 10% of the SPV’s total raise, AngelList will cover the surplus. Any excess capital not used for the investment or fees will be returned back to LPs.
Say you have an allocation of $90,000; you should aim to raise $100,000.
- AngelList Fee: $8,000
- State Regulatory Fees: $5,000
- Total Incurred Fees: $13,000
- Total Actual Fees: $10,000 (total incurred fees are more than 10% of the SPV, AngelList covers the excess)
- Final investment amount: $90,000
For allocations over $108,000 — we recommend reserving $8,000 to cover the AngelList fee, and approximately $4,000 to cover the state regulatory fee (this is generally the maximum fee we have seen). Any excess capital not used for the investment or fees will be returned back to LPs.
Say you have an allocation of $200,000, you should aim to raise $212,000.
- AngelList Fee: $8,000
- State Regulatory Fees: $2,000
- Total Incurred Fees: $10,000
- Total Actual Fees: $10,000
- Final investment amount: $200,000
- Returned to LPs: $2,000
You will always have the option to pay for AngelList and/or regulatory fees out-of-pocket.
We've added a calculator in product that automatically updates based on your allocation to show how much you'll need to raise to cover fees.
Blue Sky Filing Fees by State
Unless stated otherwise, the filing fee is charged if any LP from that state invests in the SPV.
| State | Blue Sky Filing Fees |
|
Alabama |
$300 |
|
Alaska |
$600 |
|
Arizona |
No filing required |
|
Arkansas |
0.1% of the total aggregate offering price, capped at $2k with a minimum fee of $100. |
|
California |
$300 |
|
Colorado |
No filing required |
|
Connecticut |
$150 |
|
Delaware |
0.5% of the total aggregate offering price, capped at $1k with a minimum fee of $200. |
|
Washington D.C. |
No filing required |
|
Florida |
No filing required |
|
Georgia |
If the SPV has 10+ Georgia LPs, the total filing fee is $250. Otherwise, there’s no fee. |
|
Hawaii |
$100 |
|
Idaho |
If the SPV has 10+ Idaho LPs, the total filing fee is $50. Otherwise, there’s no fee. |
|
Illinois |
No filing required |
|
Indiana |
No fee |
|
Iowa |
No filing required |
|
Kansas |
If the SPV has 10+ Kansas LPs, the total filing fee is $250. Otherwise, there’s no fee. |
|
Kentucky |
$250 |
|
Louisiana |
$300 |
|
Maine |
If the SPV has 10+ Maine LPs and the aggregate offering price is less than $1M, the filing fee is $300 If the SPV has 10+ Maine LPs and the aggregate offering price is greater than $1M, the filing fee is $1k |
|
Maryland |
$100 |
|
Massachusetts |
If the SPV has 10+ Massachusetts LPs and the aggregate offer price is less than $500k, the filing fee is $150 |
|
Michigan |
If the SPV has 10+ Michigan LPs, the total filing fee is $100. Otherwise, there’s no fee. |
|
Minnesota |
0.1% of the total aggregate offering price, capped at $300 with a minimum of $100 |
|
Mississippi |
No filing required |
|
Missouri |
If the SPV has 10+ Missouri LPs, the total filing fee is $100. Otherwise, there’s no fee |
|
Montana |
If the SPV has 10+ Montana LPs and the aggregate offering price is greater than $100k, the total filing fee is $200 for the first $100k, plus 0.1% of any excess over $100k. This fee is capped at $1k. |
|
Nebraska |
No filing required |
|
Nevada |
No filing required |
|
New Hampshire |
$500 |
|
New Jersey |
If the SPV has 10+ New Jersey LPs, the total filing fee is $500. Otherwise, there’s no fee. |
|
New Mexico |
$350 |
|
New York |
If the total aggregate offering price is less than or equal to $500k, the filing fee is $300. |
|
North Carolina |
$350 |
|
North Dakota |
$100 |
|
Ohio |
$100 |
|
Oklahoma |
$250 |
|
Oregon |
No filing required |
|
Pennsylvania |
$525 |
|
Puerto Rico |
0.2% of the total aggregate offering price, capped at $1,500 with a minimum of $350 |
|
Rhode Island |
If the SPV has 10+ Rhode Island LPs, the total filing fee is $300. Otherwise, there’s no fee. |
|
South Carolina |
If the SPV has 10+ South Carolina LPs, the total filing fee is $300. Otherwise, there’s no fee. |
|
South Dakota |
If the SPV has 10+ South Dakota LPs, the total filing fee is $250. Otherwise, there’s no fee. |
|
Tennessee |
If the SPV is 506(c), there is a $500 filing fee. Otherwise, there’s no fee. |
|
Texas |
No filing required |
|
Utah |
No filing required |
|
Vermont |
If the SPV has 10+ Rhode Island LPs, the total filing fee is $600. Otherwise, there’s no fee. |
|
Virginia |
$250 |
|
Washington |
No filing required |
|
West Virginia |
0.000625% of the total aggregate offering price, capped at $1,800 with a minimum of $60 |
|
Wisconsin |
$200 |
|
Wyoming |
$200 |
Table updated: 6/21/22